Movie star. Oscar winner. Wife of Michael Douglas. Catherine Zeta-Jones is all those things as she nears 40 but at heart, she is still a small-town girl.

But it gets Zeta-Jones talking about the way the film mirrors her own life—only backwards.

"I happen to have the reverse in my own relationship," she says, sipping an iced tea, ignoring the glances of other diners, who have spotted the Oscar-winning actress. "When I was dating Michael (Douglas, her husband of nine years), there was this 25-year age gap, and what I heard was that I was just this girl from Zorro who was after his money.

"But the older woman—younger man thing—I don't know if there's a taboo or if it's just a social stigma. I don't think it happens in movies much, unless it's a comedy. I don't know why age matters so much."

It's another day in paradise and the Beverly Hills Hotel is hopping. Guests arrive and depart in flocks, striding the red carpet from the valet-parking stand to the lobby. The peach and aquamarine color scheme with a palm tree motif bespeaks an old-school glamour, from the elaborate chandelier in the lobby to the bellboys dressed in starchy uniforms and chin-strapped pillbox hats to the lavishly landscaped patio where Zeta-Jones is dining. The hotel is a reminder of a bygone era, an old Hollywood still visible in the kind of pictures that play on the Turner Classic Movies channel.

But Zeta-Jones, in a beige silk top and matching skirt, has none of that "Look at me—I'm a star!" quality. Granted, she's a beautiful woman, with her lush figure, lustrous brunette hair and deep brown eyes. But she's not dressed to make a scene or call attention to herself, with one obvious exception: a 10-karat diamond ring with a rock the size of a cashew that was a gift from her husband.

The waiter approaches the table and Zeta-Jones orders a salad, then sighs: "I've had everything on the menu," she says. "This place is a little bit like home because we stay here whenever we're in Los Angeles." When her salad arrives shortly thereafter, Zeta-Jones takes a bite and observes, "Really, I was brought up on meat and potatoes."

That's the paradox of Catherine Zeta-Jones: She's a movie star who can glam it up when she needs to, but at heart, she's still the small-town girl from a village in Wales. She's an Oscar winner who's just as happy spending her time at home tending to her two children—although home is in Bermuda (where she and Douglas live much of the year).

"She has great style and she knows how to live well, but she never puts on airs," says friend David Foster, the producer who cast her in The Mask of Zorro, her breakthrough film in Hollywood. "She's just very down-to-earth."

Which, she says, is why she and Douglas avoid living in the industry town of Los Angeles, instead dividing their time between homes in Bermuda and Manhattan.

"I wouldn't say I'm shy but I'm not the flamboyant showgirl," Zeta-Jones says. "I love my work. I can turn it on for the red carpet or a photo shoot. But when you live in L.A., you can't go anywhere without being critiqued—on your purse or the fact that you've gained weight or that you've got spots on your face. That's not the life I want. Deciding to live in Bermuda was the healthiest thing we ever did."

For Zeta-Jones, maintaining that distance works because she's already been to the top—a couple of times. She achieved stardom in Great Britain by the time she was 21—then started again from scratch when she came to the United States and hit it big once more in films such as The Mask of Zorro, Entrapment, Traffic and Chicago.

In the process, she survived the ravening attention of the tabloid press, first as a British TV star whose social life was fodder for the Fleet Street reporters, then as the fiancée (and wife) of American movie star Douglas, which made the couple a tabloid target on both sides of the Atlantic. She stood up to it all with uncommon grace, says husband Douglas.

"There's a lot to be said for how early she started working," Douglas observes. "She worked really hard. She's been doing this a long time; she's an old soul. She's got this inner joy, this inner energy, that strong Welsh character that says, 'Get on with it.' "

Stagestruck at an early age in the little town of Swansea, Wales, Zeta-Jones (both Catherine and Zeta were her grandmothers' names; the hyphen came later) was nine when she landed her first role onstage in London's West End. By the time she was 15, she had appeared in West End productions of "Annie," "The Pajama Game" and "Bugsy Malone"—and then found her career mirroring the plot of "42nd Street," a revival in which she'd won a job as understudy, when she replaced the show's star who was taken ill.

It turned Zeta-Jones into an overnight sensation at 15 and even made her a pop star in Great Britain briefly. After playing roles in smaller films and TV productions, she landed another breakthrough role: as the ingenue in "The Darling Buds of May," one of the most popular British TV series of the early '90s.

"I'm glad I got my start in theater, rather than film," Zeta-Jones says. "The fact that I was in theater meant I wasn't so much in the public eye. One thing I do regret is that I missed the camaraderie of the college thing. I miss not having studied the classics in drama. I was self-taught at a young age. But I'm doing the only thing I can do. As a headmaster once said to me, 'You're no brain surgeon.'

"Then the TV series made me known in Britain when I was 19. After the first episode of the TV show, I've never been on a subway again. Once the TV show started, there was that thing of people looking at you."
Having achieved stardom in Great Britain, Zeta-Jones decided to tackle American show business—only to find that British fame didn't carry much weight in Hollywood.

"It was like starting over," she says. "It was weird. I was so associated with my TV character that it was hard to break away from it. Then I came here, where I'd go into meetings and they'd ask, 'What have you done?' But when I'd get off the airplane in Britain, I'd be mobbed."

Says Douglas, "It was tough for her after she left England. But when things started rolling for her, she never looked back."

When she hit Hollywood, there were questions and more questions, always beginning with the same one: Could she do an American accent? Which she quickly showed that she could.

"She makes everything look easy," Douglas says. "She can handle dialects and accents to the point that people are surprised to hear her in her real Welsh voice."

(Zeta-Jones laughs when the topic of Douglas and her accent comes up: "My accent is pretty mellow, unless I'm with my family," she says. "When Michael and I were dating, I was talking to my mother one time and Michael said afterward, 'That Welsh language is so beautiful.' And I said, 'We were speaking English!'")

But her talent was obvious enough that she began winning parts. She played a villain in 1996's The Phantom, then grabbed a lead role in a TV miniseries about the sinking of the Titanic, a year before James Cameron's feature film. That performance led directly to her role in The Mask of Zorro (1998), the film that made her a Hollywood star.

David Foster, who produced Zorro, recalls that, as he and director Martin Campbell were going through the casting process for the film, they struggled to find an actress who could hold the screen with co-stars Anthony Hopkins and Antonio Banderas.

"One day we got a call from Steven Spielberg (the film's executive producer), who said, 'Were you watching TV last night?' " Foster says. "He said, 'I was watching this miniseries about the Titanic and there was this actress who was really terrific.' A day later, he sent over tapes of 'Titanic' and she was terrific so we set up a meeting."

She was only one of the actresses in the running for the female lead (Famke Janssen was another). When the contenders were flown to Mexico City to test with Banderas, Foster, who was championing Zeta-Jones for the role, took her to dinner and began coaching her for the screen test.

"I was like a nervous father," Foster recalls, "and she was so cool: 'Honey, relax, I'll be fine.' And then she wiped everybody out with her screen test."
The film was a hit, launching Zeta-Jones in ways she'd only dreamed of.

"She played a wealthy Spanish gal and she came off so regal," Foster says. "She was drop-dead gorgeous. And she's a dancer so she moves so smoothly, the way she walks across a set."

Zeta-Jones was convincing enough in the film that, when the film premiered in Spanish-speaking countries, reporters stationed along the red carpet assumed that she was a Spaniard and would fire questions at her in Spanish.

"For all I know, they could have been saying, 'You're a piece of shit' — and I just smiled and said, 'Gracias, gracias'," she says with a husky chuckle.
Almost as soon as Zorro finished filming, the buzz started growing about Zeta-Jones who was quickly cast opposite Sean Connery in the thriller Entrapment. When she headed back to Great Britain to start filming, however, she learned just how short the public's memory can be.

"I was back in London in a cab and the driver said, 'Weren't you the girl who used to be on TV?' and I said yes," she says. "It had been several years since the series, and Zorro hadn't come out yet. And he said, 'It didn't work out for you, did it?' I was quite indignant: 'Excuse me but I just finished a feature film with Anthony Hopkins and now I'm about to embark on a big motion picture with Sean Connery!' I didn't tip him, either."

Proving herself is a recurring theme for Zeta-Jones. When she emerged from the British musical theater to try straight acting, there were doubts that she could make the move. Once she'd established herself in Hollywood as both a comic and dramatic actress, there were skeptics who questioned her abilities as a musical performer when it was announced that she would play one of the female leads in the film version of the musical Chicago.

"In England, I'd done so many musical comedies that some snotty casting director made a remark to me about putting me in a straight drama: 'She's a musical-comedy actress,' " Zeta-Jones says. "To have that triple whammy—singing, dancing, acting—is hard. When I went in to that audition, I tried to make myself look as fuddy-duddy as I could so I didn't have that jazz-hands look to me. But it wasn't until I played Scheherazade (in the French film, Scheherazade) that people said, 'Oh, she doesn't just sing and dance—she can act, too.'"

The Mask of Zorro led to her romance with (and eventual marriage to) Michael Douglas, who had followed in the footsteps of his father, Kirk Douglas, as both an actor and a producer. At the point they met in 1998, Douglas was a dual Oscar winner (as best actor in Wall Street and as producer of One Flew Over the Cuckoo's Nest) who had struck it rich producing Cuckoo's Nest, The China Syndrome and Romancing the Stone.